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123/2011 TP S.A. Management Board set detailed terms of share buy back - Orange Polska

Pursuant to art. 56, clause 1, item 1 of the Law of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies (Journal of Laws of 2005, No. 184, item 1539 with amendments), the Management Board of Telekomunikacja Polska S.A. (“TP S.A., Company”) hereby informs that on 20 October 2011 TP S.A. Management Board determined detailed terms of program on the buy back of the Company’s own shares for the purpose of their redemption (“Program”).

  • TP S.A. informs about detailed terms of share buy back that will begin on 25th October 2011 and will be executed on the Warsaw Stock Exchange
  • France Telecom does not intend to participate in the share buy back program

On 13th October 2011, Extraordinary General Meeting adopted a resolution authorizing the Company to buy back its own shares for the purpose of their redemption. The Program pertains to the Company's shares listed on the main market of the Warsaw Stock Exchange (WSE). The Program will be realized on the regulated markets, on which the Company’s shares are quoted (Warsaw), namely on the anonymous market. Realization of the Program will be in accordance with the relevant legislation of Poland and European Union (including EC Commission Regulation No. 2273/2003). The share buy back will be conducted by a brokerage bank acting on behalf of the Company.

The details concerning the Program:

a)      The Company's shares will be purchased for the purpose of their redemption and reduction of the Company's share capital;
b)      The Program will be executed not later than December 31, 2012, or when the total amount of funds utilized for its execution achieves PLN 800,000,000. In pursuance of the Company’s interests, and after having obtained the Supervisory Board opinion, the Management Board may i) terminate the Program before the expiration of the authorization granted by the Annual General Meeting; or ii) forgo the Program;
c)      The total number of shares to be acquired by the Company in execution of the Program will not reach the number of shares vesting the right to exercise 10% of the total number of votes at the general meeting existing on October 13, 2011;
d)      The price for which the shares are acquired will not be higher than the higher of the price of the last independent trade and the highest current independent bid in transactions executed during the WSE trading sessions;
e)      The number of shares purchased by the Company on the regulated market in any single day of the Program may not exceed 25% of the relevant average daily trading volume in Company’s shares during the last 20 days prior to that purchase day.

The Program will be launched on 25th October 2011. The Company will begin the execution of the Program in cooperation with DB Securities S.A.

TP SA Management Board has been informed by France Telecom SA – the strategic shareholder of the Company – that France Telecom does not intend to participate in the Program.

The Program has received a positive opinion of the TP S.A. Supervisory Board.

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